Ultimate Spider-Man - The Spider's Bite
by Shadow-Of-The-Guardian
Summary: When the spider bit Peter's hand and gave him all the abilities of a spider, he didn't realize at the time what abilities he was given. Nor did he realize that OZ serum that flowed in the spider's vein now flows in his own. M-Rated for multiple mature themes and scenes.


Disclaimer: Don't own anything of 'Spider-Man' from the Ultimate Marvel Comics Universe nor do I make any profit from this.

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Author Note: To be absolutely clear, I am the original writer. Due to someone interfering with my old email address and the fanfic account that was connected to it, all stories were deleted. Luckily, I back up all my works and because of that, I've had a chance to go back and see what I did and what I should change. First chapter will be the same but things will be different afterwards. Still set in the Ultimate Marvel Comics universe and considering how off the wall it got near the end, I going to be just as off the wall with my ideas.

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Chapter 1: Marks of the Spider

Late at night in the main office of the Osborn Industries, three men were discussing a situation that had happened recently involving a project that was initially meant for a secret government contract for a new super-soldier serum.

"What I'm saying is that the deterioration effects we've seen in the first Parker sample have, in Layman's Terms, reversed themselves."

Norman Osborn listen intently on what his chief scientist Otto Octavius said about the Peter Parker situation. "What is the meaning of this new information?"

"Meaning the boy is a healthy specimen, if not healthier. His metabolism is somewhat akin to - let's say - that of a long distance runner or an Olympic-level athlete right now."

"And it wasn't just a day or two before where initial signs were saying he was dying?" Justin said to which Otto simply nodded in reply.

Being Norman's right-hand man, Justin had seen much and though there was a lot that he didn't understand, this time he understood enough to where his curiosity was getting the better of him. "But what will happen to him as his condition progresses?"

"Interesting enough, it seems his condition is stabilizing. His blood count is returning to normal but there's seems to be something else. I haven't been able to nail it down but it could be a side effect of the changes to his biology."

Norman thought back to the first attempt to eliminate Peter Parker after he had gotten bitten by their experimental arachnid. Former SHIELD Black Ops specialist-turned-rogue/private sector enforcer Shaw told him when he tried to run him down, Peter easily flipped over the vehicle as if it was nothing for him. If it had been anyone else that told him that, Norman would have hired someone to kill Shaw for his incompetence but he knew Shaw well enough to know he never exaggerates in his reports. Shaw even admitted that what he saw wasn't possible even if the kid was a track and field prodigy but now, they had gotten more pieces of the puzzle and the picture was taking shape.

"So, let's review what we know. The initial signs of the Parker boy being bitten said his survival was slim at best, practically fatal within the next few days. But now we are to believe that it was the mixture of spider venom with the OZ formula that created the adverse effects to the boy's system." Norman said mostly out loud to himself to gauge the reality of the current situation.

"That seems to be the main consensus of the current data." Otto replied while still looking at the screen, which showed the magnified blood sample of Peter's blood.

"So, the untested mixture of toxins and genealogy, the OZ formula was able to dominate the structural compounds and the result to the boy's system are nothing short of…revolutionary." Norman thought for a moment before saying that last part. The information in front of him definitely had widespread implications, almost unlimited once refined.

"I know my understanding about the OZ formula is abysmal compared to the both of you but is it possible that there are more changes going to happen to the boy since you said it is stabilizing but it's not fully stabilized?" Justin said while looking at Otto since he believed he would be better suit to answer the question.

"Something like this is going to have a lot of 'X' factors without more testing. If I were take another sample, I could formulate a better theory on what will be the end result of the boy's condition. For all I know at this moment, this could be the first step to where he might permanently have all the abilities of a spider. Like the ability to spin webbing, probably even have his own set of fangs for a unique spider venom that he could probably have now."

Otto thought more about this situation before he continued. "Or he himself could end up mutating into a giant size man-spider or ultimately what's in his biological systems now would burn themselves out and he goes back to being just another teenager. Even mutate into something that has no relation to spiders as well. It could even still be fatal for him and it's just taking a little longer than we thought and the stabilization that we are seeing now won't last.." Otto said but to Norman mostly since the scientist figured he might not have taken that possibility into account like he had.

"So when you said earlier that his system is stabilizing as well as some sort of anomaly you haven't identified, that could very well mean he might actually inherit ALL the abilities our experimental spider had that bit him." Norman was almost about to proceed with an idea on the next usage of the OZ formula when he heard that.

"Or not. Like I said, if I have more samples and possibly do some more tests on the boy himself, I could give you a better answer."

For about a minute, Norman thought long and hard about what his next move should be. His current options weren't many but each one could not be taken lightly. If he did nothing, the odds of the project being setback, maybe permanently, were extremely high. If he continued then he would have find another subject since despite being an accident, Peter Parker would be seen as an unauthorized human test subject.

Ultimately, Norman needed more information and decided that best course of action was to observe the boy for the time being. By the end of the week, Norman believed he would have enough data to follow through with his idea of being the next person to have the OZ injected into him.

At the same time Norman was deep contemplation, Dr. Octavius thought over again about some of the 'X' factors. The scientist knew that if Peter was inheriting the abilities of the OZ spider, which current evidence was pointing towards, there was also the possibility, even though it was highly unlikely, that the teenager could actually produce a variation of the OZ formula inside of him, as it was now a part of his biology.

According to the data of the test subject that bit the boy's hand, the spider belonged to the species of spiders that feasted on small mammals. The venom they injected into their prey varied from being paralytic to a kind of neurotoxin. Unfortunately, that one detail wasn't clear in the test subject's data and since the remains of the test subject was half on the floor of the facility and the other half on the bottom of a teenager's shoe, there was nothing Otto could do to that would clarify that one detail.

As much as he wanted all the question he had about the Parker boy and the full effects of the OZ formula in his system to be answered, Otto knew like Norman did that they would he to wait for the right moment to get those answers.

Elsewhere in the state of New York, another scientist was working on a formula as per the request of one Nick Fury, Director of S.H.I.E.L.D.

Her name is Dr. Jennifer Walters and she was one of the two major 'brains', as Nick Fury put it for any scientist working for him, who worked on the super-soldier project alongside Bruce Banner. But ever since the incident with Bruce becoming a rampaging green skin monster who calls himself "Hulk", Jennifer knew the project was jeopardy of being shelved and forgotten because of the 816 people that were killed. The Ultimates were given a proper venue in showing why they were the premier peacekeeping force under S.H.I.E.L.D. but that was only because of how Betty Ross spun the whole thing into such a positive light.

When she thought about it, Jennifer thought 'how could Betty NOT spin such a catastrophe caused by one of their own into something the easily benefited their organization?' since they had Iron Man, Captain America and Thor on the scene fighting the Hulk and defeating it on worldwide television.

Minus the part where the identity of the Hulk was seen when he changed back of course.

While that got the public on their side, even someone like Jennifer who was both a world-class geneticist and hardcore Star Trek fan knew that her back was put up against the wall because of that whole incident. Can't really tell the world that bit of truth and expect them to be understanding about it. Especially when over 60 of the 816 killed were under the age of 10.

She wasn't certain how much time she had but she was certain that if she could refine the formula so anyone injected with it could be 'All the Hulk but none of the rampage' then she might be saved from either being relocated to some middle-of-nowhere facility doing menial work or being 'disappeared'. Working for such an organization had to have means to hiding any and all skeletons at a moment's notice. Especially when said organization has a department called Department of Knowledge Management and if the rumors were true, their method of interrogation was on the surgical level.

Jennifer hadn't felt this kind of pressure since the time when she was trying to beat out other candidates that were vying for the same position within S.H.I.E.L.D.. However, the fallout from that was her basically staying at Roxxon Industries while this could actually mean her life.

She never failed to deliver while working at Roxxon and she wasn't about to fail now.

Especially when she came across something that wasn't exactly the answer to her problem with refining the serum but definitely that she never considered at all.

The main reason why Jennifer never considered this was because it was exactly the same thing Bruce did before he went on a rampage in New York because Betty Ross couldn't keep her pants on around guys like Freddie Prince Jr. Jennifer had seen many girls like Betty during her college years and time at Roxxon Industries who lived on getting someone all hot and bothered for her while screwing around with anyone they figured was better than the vibrator they keep in the nightstand next to their bed. Jennifer figured that Betty should have known better after Bruce's first rampage as the Hulk, which didn't nearly destroy as much of New York and had Spider-Man of all people dealing with him.

Which is what sparked an idea within Jennifer's mind.

Even though Jennifer didn't have access to all records that S.H.I.E.L.D. keeps on everyone and everything of interest across the world, she did hear things from time to time around the proverbial office water cooler. One thing she heard was how Nick Fury was taking special interest in Spider-Man, which she later heard that it was more or less confirmed that Spider-Man wasn't a mutant.

Because of the unpredictable nature, that was the X-Gene, Jennifer decided not to look any further into it since even if there was a commonality to mutant abilities or powers, it wasn't an exact match regardless of two or more mutants being siblings. Of course, she studied Steve Roger's blood in every conceivable way but that only told her that the super-soldier serum that created Captain America bonded so completely with his biology that it was virtually impossible to tell where Steve's own biology completely ended and where the super-soldier serum began.

And that was where Jennifer got her inspiration. If there was someone, whose blood was originally human and was somehow altered which allowed for stable enhancements, than she had chance to see a clear before-and-after reference that could help her out.

It took some doing and calling in a few favors but she managed to get a blood sample of the one called Spider-Man. Or rather, the one who wore the mask whose name was Peter Parker. Jennifer did find it strange that there was some extra security around the blood sample. There was one possibility that there actual truth to the rumor that Nick Fury have been going to major scientific and pharmaceutical companies like Osborn Industries and Hammer Industries and offering under the table contracts for the next generation super-soldier serum and Spider-Man was somehow a result of any of those companies' work.

'Never hurts to see what a competitor is doing.' Jennifer thought while taking the samples and putting both the before and the after variants under separate computerized microscopes.

What she saw was exactly what she was hoping to see. It didn't matter how S.H.I.E.L.D. got a hold of these blood samples. All that matter was what she saw and when she compared Spider-Man's blood to Captain America's blood, Jennifer almost felt as excited when she managed to get Ricardo Montalban's signature on a photo of him in his Star Trek II: The Wrath Of Kahn costume before his passing.

'This is it! This is absolutely it!' Jennifer couldn't think of anything else other than the breakthrough that she saw before her eyes.

It was clear that both samples from the two meta-humans were different but the similarity that she was looking for was there. When she compared these two samples to all samples taken from Bruce Banner, Jennifer wondered if this is what it felt like when Dr. Erskine finally created Captain America. Granted she hadn't actually done that yet but with what she saw on the monitors and what the information from the analysis from all three blood samples said on each monitor, all of that created one conclusion in her mind.

"Sorry, Bruce. I know I'm copying off of your work but you would've cracked the secret had you kept your mind on your work and not your ex."

Such a thought did feel a little too harsh in regards to Bruce. Jennifer did have the opinion that the man was a nice man overall. But the man was more intelligent that herself and Jennifer was sure that Bruce would have made the connection as she did only sooner. It was possible that maybe he was looking too closely at the problem to see the solution but she felt that his mind wasn't entirely focused at the task at hand all the time.

That opinion of Bruce Banner led Jennifer Walters to travel down a line of thinking that she remembered having many times during her college days. She wasn't exactly a wallflower with average looks but she certainly was one of the few who had good looks and wasn't afraid to let it be known that she was a hardcore Star Trek fan. Many of the people that tried to get her attention were only after one thing from her and it wasn't hard to figure out what.

Even after hearing some of the talk among the party-driven, testosterone-fuel, primate-thinking college boys, Jennifer did feel that maybe someone would appreciate her for who she was and not as a pair of tits and shapely ass. Had she not listen to her instincts and follow a male college student that seemed to be more than the others, Jennifer figured she would have been seen around campus as another notch on his bedpost.

Jennifer could still clearly remember that after following said possible boyfriend prospect back to his frat house, she managed to overhear the conversation among several individuals inside talking about both him and her and how long before he climbed the cold peak of the mountain that is Jennifer Walters. She wasn't entirely heartbroken when heard what they viewed her as, a piece of ass they wanted to pound both holes if given half a chance, but she was definitely pissed enough to the point where she decided to do something about them.

Being someone who was studying to be a world-class geneticist, it wasn't hard for Jennifer to whip up a little payback in the form of a nasty stomach virus that she discreetly placed upon several kegs of beer for a monthly party at the frat house. Granted there were some innocent bystanders that got sick as well but overall all the people that did attend were the kind who were only going to college just for the party life.

In a way, she helped the academic side of the college because of her little virus. Those that were affected were sick for almost a whole month, which in turn forced those that didn't want to be expelled due to multiple failures of classes and courses to really dive into their studies just to pass. Those that were expelled, most of which were from a particular frat house, weren't happy that the party life was over before they could really enjoy it.

The only real regret Jennifer had for that whole situation was maybe she lost her own chance at some memorable experiences. One such experience was the chance at having a memorable one-night stand. Even though her looks seemed to improve after graduating from college, giving her what her former Roxxon co-workers would say 'the sexy scientist look', she was still a virgin. She remembered hearing that it was something of a curse for those who were deeply devoted fans of sci-fi series and that the only way to break said curse was to find an equal person of devotion.

Jennifer had seen married couples at the various conventions she attended but such a sight was as rare as collectibles from sci-fi series from the 70's and 80's. A part just a random thought of her being in Hulk-form and then riding Thor for a week straight.

When that mental image hit her, Jennifer realized that she had spent too much time in the lab and was in much need of sleep. She had solved her riddle of how to unlock the power of the Hulk without any of the rampage and maintain her position within S.H.I.E.L.D. She had finished saving all of her work onto a separate flash drive so if need be, she could work on the project at home.

But only after a good night's worth of sleep. And for Jennifer, a good night's worth of sleep had a dream where she got to enjoy a fantasy out of the classic Star Trek series with her being an Orion Slave Girl and being plowed by none other than Spock during his mating cycle. Jennifer felt like she understood the man since despite his brilliant mind, repressing his natural desires to the point where he actually has to release them or he might actually die as a result started to feel like her own situation from time to time.

Plus, being half Vulcan meant Spock had their stamina and strength meaning no way in Hell any girl Spock took wouldn't be a blissed-out orgasmic satisfied mess after he was done with them. She even wondered if there was a variation of the Mind Meld that Vulcans used in their times of mating. Jennifer couldn't help but let a perverted giggle escape her mouth each time she thought of the term. Mostly since in the this world such a thing was considered brainwashing.

But a hot-blooded Vulcan doing a Mind Fuck, such a thought actually made Jennifer a little wet each and every time she thought about it.

-Time Skip: One Month Later-

Peter Parker had heard about how fast things can change in someone's life. He honestly never expected that it would apply to him in the way it did. Little over a month ago, Peter was the stereotypical nerdy teenager with few friends and meathead jocks for tormentors.

However, ever since that field trip to Osborn Industries and that spider biting his hand, Peter learned that was the understatement of the year for him. Strength and agility of a spider as well as being able to stick to surfaces just like a spider. Even a kind of 'spider-sense' that warned him of incoming dangers. Though the web-shooters were of his own design, it did at least help compliment his overall superhero identity.

All of which helped in taking down a certain whale-size crime lord and force him to leave the country to avoid a life-time jail sentence.

After a victory like that, Peter figured that maybe it was alright to tell his closest friend about his new identity. Things had somehow gotten tense between him and Mary Jane and he figured that telling her the truth might help straighten things out between them since he didn't like lying to her in the first place.

While waiting for Mary Jane to come over, Peter called his Aunt May to see how long she was going to be in the city. It was a lucky break for him that May's coworkers was having a get-together party and invited her so in case Peter had to prove his abilities to Mary Jane, his aunt wouldn't catch him in the act.

By the time Mary Jane showed up, Peter found it difficult to tell her what he wanted to say. It sounded so easy to do in his head but now, it was as if he was revealing the secrets of Area 51. Eventually, Mary Jane's patience started wear thin, which forced Peter to say what he wanted to say.

"I'm Spider-Man."

"What did you say?" Mary Jane thought she had heard Peter wrong when he said that. "You're Spider-Man?"

When Peter said 'yes', again Mary Jane thought she heard him wrong. "The superhero Spider-Man?"

Again, Peter said yes, there was a moment of silence before Mary Jane erupted into an uncontrollable laughter. Since both Mary Jane and Peter were sitting on Peter's bed, the red head girl was laughing so hard that she actually fell off the bed. Peter wasn't too surprised that this was the reaction that he had gotten.

"Ha Ha Ha Ha! Peter, you are such a goofball! You can't possibly expect me to believe that!" Mary Jane said while still laughing at the absurdity of it.

"I knew I was going to have to do this." Peter replied before doing what Mary Jane knew was an impossibility.

First Peter did a jump and was hanging onto a wall before doing a kind of a flip and was on the ceiling looking down at Mary Jane. Peter watched as his friend went from completely shocked to denial when she quickly looked around the room to see if something was holding Peter up. But when she saw nothing out of the ordinary or that could explain what Peter was doing, what she did next was something Peter should have expected.

Mary Jane freaked out.

The red haired girl was still on the floor so when she backed away from what was in front of her, she crashed right up again one of Peter's bookshelves and caused a bit of a mess. Luckily, her loud scream from her freak out was quickly quieted when some of the books fell on her head.

Strangely enough, the books that hit her on the head did knock some sense back into her. Once she had her wits about her, Mary Jane immediately asked what the Hell was going on.

"Remember that field trip to Harry's dad's place?" After Mary Jane a bit unsurely replied, Peter continued. "Remember that spider that bit me on the hand?"

For both of them, the events of that day played out in their minds. How Peter reacted when probably the strangest looking spider either had ever seen bit him and was sent flying when Peter shook it off his hand. The only thing Mary Jane remembered clearly about that spider was how close it flew passed her. Mary Jane wasn't sure but she thought she saw a mark on the spider that looked like "00" on it's main body.

"So in a nutshell, there was something going on with that spider. I'm not exactly sure what it was but there was definitely something. And now, I'm Spider-Man."

"Holy…Peter, you're like a rock star now!" Mary Jane said once all the facts started to settle into her mind even though some of the facts defied normal reasoning for her.

"Yeah, just like a rock star." Peter couldn't help but scoff at what Mary Jane thought him to be now. "Except for the money, the fame and everything else good that comes with that type of status. Yeah, hardly."

"No. No, I'm serious. Everybody, everyone at school loves you! You're like the biggest thing ever!"

Peter was still having a hard time believing the kind of jump that Mary Jane had made and even more so in telling her that he WASN'T going to take her around swinging. Especially when she using what he had figured to be some kind of 'puppy-dog eyes routine' since somehow it made him feel like a jackass when he told her 'no'.

Mary Jane asked a couple of other questions like where Peter's costume was and if she could see it.

"You swear that you aren't putting me on?" Mary Jane asked as seriously as she could.

"What?" Peter was caught off guard a bit at the seriousness of the question. "No, I swear that I'm not putting you on. It's the truth."

"Oh my God! This is so totally awesome!" Mary Jane said before started jumping up and down on Peter's bed excitedly. "I cannot believe it! This so cool!"

Peter quickly tried to calm Mary Jane down. Though Aunt May wasn't at home at the moment, Mary Jane could still easily yell out this secret and someone walking by could hear it. Once the red head settled down, Peter was then assailed with question like he hasn't revealed to the world that he's Spider-Man.

As he spoke his reasons to Mary Jane, Peter used a tone of seriousness that he almost never used. Mary Jane had heard it before, when she once asked Peter about his parents and how he suspected that it wasn't an accident as he was told. Though some questions were answered, there were a couple more now in Mary Jane's mind.

"Why tell me all of this?"

"Because, you know, I've been hurting your feelings by keeping this a secret. Always running away and not being where I said I was going to be. You deserve better than that. You deserve the truth."

Mary Jane was somewhat humbled by this admission. "And you told me…"

"Well, duh, you are my best friend and keeping all of this just inside my head, I feel like I was going to explode if I didn't say anything soon."

For a moment, nothing was said between the two before Mary Jane decided to lighten the mood a bit by bopping Peter on his head and calling him a goofball.

"Wow. To hear all of this and to think the real reason you asked me over was because you were going to kiss me."

That immediately got Peter's attention. "What? You thought I was going to kiss you?"

"Oh my God. I cannot believe I said that out loud just now." the expression on Mary Jane's face clearly showed that she had no idea why she what she had said so openly.

"And…you came here anyhow? You didn't have an issue?" Peter didn't want to admit it to himself but hearing that did stir something within him.

"Well, yeah, that was before but I have a strict 'No Superhero' rule." When Mary Jane saw the look on Peter's face, she couldn't help but laugh. "I'm kidding Peter."

"So there's really no rule?" Peter asked to which Mary Jane nodded 'no'. "And you're not freaked out?"

"Not in the least." Mary Jane replied while she and Peter moved closer.

"Really?" Peter could feel the light breathing as his face drew closer to Mary Jane's face, or rather her lips.

"Face it, Tiger you just hit the jackpot."

Neither having ever experienced a kiss, outside of relatives of course, Peter or Mary Jane didn't really expect what would happen when their lips touched. For Peter, it was an exhilarating feeling to say the least. To be kissing a girl that, truth be told, he had a small crush was almost like a dream come true for him. For Mary Jane, it was a similar feeling but something different for her. The second her lips touched Peter's, the red head girl first felt what she could only describe as a light static jolt and then the most pleasurable warmth she had ever felt.

Almost instantly, Mary Jane wanted more and so was the first to deepen the kiss. Peter quickly caught onto this and didn't mind that that Mary Jane was leading the kiss now.

Since Peter's biology had been altered by the spider's bite, the teenager had yet to take in all forms of a spider's ability. One being a spider's venom and how Peter's saliva was now his special form of venom. Had Peter investigated this, he might have noticed that his newfound venom, was actually more OZ than spider.

Through the kiss, Peter's OZ venom had already begun entering into Mary Jane's biology. The amount that had already entered into her bloodstream was minuscule but steadily grew as both teenagers continued the kiss.

Since they were sitting on Peter's bed, Mary Jane didn't really notice when she laid back and had Peter on top of her, still kissing her with growing intensity. Mary Jane moaned as she felt Peter's tongue starting to trail her lips. When she opened her mouth, letting Peter's tongue into her mouth, the feeling she had before greatly increased in intensity. It was almost too much for her but it made Mary Jane want even more. Mary Jane and Peter's tongues wrestled with each other. Both became lost in the moment and wanting more of the pleasure they were feeling.

So lost in the moment was Peter that he didn't notice his hand moving up to Mary Jane's shoulder and pulling back her shirt collar to fully expose the nape of her neck. Practically on instinct-based movement alone, Peter quickly broke the kiss and moved so his mouth could reach the exposed area. He didn't know why he did what he had just done except somehow something was telling him to do what he had just did

Mary Jane's mind was still in a bit of a haze after the kiss was broken but it did register a sudden jolt of pain after feeling Peter's mouth latch on to an area between her neck and shoulder. She let out a rather loud gasp at this but even more so when she felt something else, something that her mind could describe as someone pouring liquid fire into her.

With Peter on top of her, Mary Jane suddenly had a death-grip with both hands on his shirt. Her legs were also moving about but Mary Jane wasn't trying to kick Peter off of her. What was happening was Mary Jane was becoming increasingly aroused with whatever Peter was now doing to her. So much so that she was becoming wet between her legs unlike any other time ever before.

Peter, on the other hand, was completely unaware of what he was doing at the moment. Unaware that four of his teeth turned into retractable fangs and were now injecting his own venom into Mary Jane. This continued for about a minute before Peter pulled away from where his hidden fangs had sunk in. Peter did see the red dots on Mary Jane's neck area but didn't register it in his mind before Mary Jane reached up and brought his face closer to hers and began making out with him again. This time, to Peter, it felt like Mary Jane was not only kissing him but trying to take something from kissing him.

Mary Jane was indeed trying to take whatever it was that Peter had given her to make her body ache with arousal as well as feel a level of intense pleasure she had never before experienced. Hell, in her mind she was ready to do anything it took to ease the fire growing between her loins and her mind was telling her only one thing.

Peter enjoyed the passionate kiss Mary Jane was giving him so much that he didn't notice Mary Jane was undoing his pants. Only when she grab his shirt and was trying to pull it up did Peter start to realize what was going on.

Though Peter raised himself off from being on top of Mary Jane, he didn't even manage a word before Mary Jane practically ripped his shirt off of him. Peter was startled by this and tried to move away but Mary Jane locked her legs around Peter's waist and caused him to fall back onto the bed with Mary Jane straddling him. Mary Jane took notice of Peter's physique and guessed the chiseled look of his chest and abs were probably the result of his recent change. This was easily reaffirmed when she had her hands on Peter's chest, both taking in the feel of his skin and telling Peter she wasn't about to let him up.

"I want more. Give me more, Peter." Mary Jane said before kissing his again with more intensity, if it was possible in Peter's view.

With each passing second, Peter slowly began losing himself to his desires and whatever objections or questions he had were easily fading away. Peter's mind switched off when Mary Jane began kissing down his neck and then actually licked one of his nipple. How it felt to him made Peter want to know what it would be like for Mary Jane.

In one motion, Peter reached out to Mary Jane's shirt collar and rip the shirt apart with his spider-strength. Some of Mary Jane's bra didn't survive which allowed Peter to have a clear opening to take the red head's left nipple into his mouth after dragging his tongue across it several times. As this continued, Mary Jane felt the press of something hard and it wasn't until a few minutes that she figured out it was Peter's erection. Mary Jane had nothing in terms of personal experience to make a comparison of what she was feeling but the fact was, it felt like the rod that was pressing against her probably made out of steel considering how hard it felt to her.

When Mary Jane started to grind on it, she unknowingly gave Peter the idea of what she else wanted. Of course, Peter didn't need any more incentive than he already had at this moment.

The movement was almost too fast for Mary Jane to register with her hazed over, lust filled mind but Peter quickly positioned her to be bent over on the bed. She felt her pants and panties get pulled down and then off of her. After that, nothing else happened but Mary Jane could feel Peter staring at her. More precisely, staring at her wet vagina very intently.

Peter had seen what a vagina looked like, both in Health Class and an occasional pirated video off the internet but seeing one so up close and belonging to a girl he liked obviously there was no comparison. The only thing that he didn't expect was what his nose was picking up. Peter couldn't figure out what was wrong with his nose since the smell was definitely distinct but not something he would say that he disliked. His body reacted when he took in a deep whiff of the smell, like Peter wanted to commit it to memory. So as soon as he got a whiff of Mary Jane's scent, Peter had to taste the source.

Since this was his first time, Peter could only go by what he saw on the internet videos. Peter was about to lick Mary Jane's vagina but was a bit hesitant for a moment, mostly where and how to start and he didn't want to disappoint the girl that was letting him do this. Deciding to throw caution to the wind, Peter started at the bottom and slowly moved his tongue upward, practically dragging as it moved over Mary Jane's pussy. The act didn't send Mary Jane to the clouds or make her scream out that Peter was somewhat expecting, but it did prompt a far different sensation for her. Peter could tell Mary Jane's entire body become tense each time his tongue touched her sensitive area, especially so when Peter dragged his tongue over the little mound of skin that was at the top of the pussy lips and almost hidden under the patch of red hair.

Mary Jane was panting hard at what Peter was doing to her but she made no gesture to tell him to stop. With his head buried between her legs, Peter held his target in place by wrapping his arms around Mary Jane's legs so he could savor the juices that was starting coming from these lower lips. Each lick lingered on her petals, dragging slowly across her womanhood with some actually making rude shapes as Peter used his tongue.

After a moment of this and Peter starting to become more daring, Mary Jane was given almost no notice before Peter practically speared her soaked vagina with his tongue. It wasn't a harsh stab but it was definitely unexpected. Her entire body arched upwards and the girl let out a loud gasp Mary Jane had a tight grip on the bed sheets beforehand but now, it almost a death grip as her entire body was tense at what Peter's tongue was doing inside of her.

Though Peter's tongue was moving around inside of her, Mary Jane couldn't help but feel the same kind of sensation she felt earlier when Peter's mouth was on her shoulder. Whatever Peter was doing to make her feel like this, Mary Jane wanted more and if possible, all over her body.

As Peter's tongue both tasted and caused more of Mary Jane's love juice to come, Peter noted that he had never tasted anything similar in his whole life. Even the childhood memories of how the first taste of candy was like for him, nothing compared to Mary Jane's taste. Every sex joke he had heard in high school or even in general that tried to compared a girl to any number of things, specifically how their 'pussy liquor' tasted were completely off any kind of mark. Mary Jane just tasted, as strange as it sounded in Peter's mind, like her. And it was definitely something Peter was going to savior and if possible, get more from Mary Jane as many times as he could

Mary Jane moaned and even whimpered a bit at what felt like both pleasure and torture for her. She managed to turn her head enough to look at the person that she was for some unknown reason allowing to do what he was doing. A person that she was in no way going to stop him from doing what he was doing to her at the moment. For what seemed like a hours for her, Peter stopped so he could see if what he was doing was as genuine as the sounds Mary Jane was making. Even someone like him could tell when someone was putting on an act and though this was his first time, Peter figured he might still be able to tell.

Mary Jane was still breathing hard from what she had just experienced. There was a light layer of sweat that Peter could see over most Mary Jane's skin, including her rising and lowering breasts, which was an erotic sight to him that he wouldn't soon forget.

When Mary Jane locked her eyes with his, Peter could tell that she was enjoying every moment of what he had done. He could also see that she wanted more. Peter knew that under normal circumstance, well normal for him at least, he wouldn't have gone as far as he had already gone. But he figured he wasn't normal anymore so whatever rules he used to go by no longer applied.

Besides, who knows whenever a chance like this could come again and Peter wasn't ready for it to end just yet either.

Positioning himself so he was sitting on his knees and Mary Jane's legs drapped over his shoulders, Peter took another deep whiff of the smell coming from the glistening wet vagina of Mary Jane Watson. The red haired girl was a bit nervous at the moment, mostly since Peter had her almost doing a kind of headstand on the bed. But her nervousness easily disappeared when Peter put his mouth over her pussy and began to what Mary Jane figured the term was, 'eating her out'.

Peter didn't even registered the sounds Mary Jane was making as he went after her love juices practically in the same manner a man who hadn't had a drink of water in days.

Peter's second round on her womanhood was practically instinctual this time around. What Peter was doing to her now wasn't even close to what Mary Jane had initially expected. It was so much more that Mary Jane grabbed onto the bed's headboard and held onto it for dear life. Peter's tongue dragged roughly across her pussy, his lips pulling hers in and sucking up as much juice as he could. Peter's effort to drink in Mary Jane's nectar was so driven that not only could he feel Mary Jane's leg bouncing on his shoulders, he also couldn't get all of it that he made to come out of the girl's pussy.

Peter was pleased as he watched Mary Jane's love juice steadily roll down past her stomach and even roll over one of her breasts. Peter continued his current actions on Mary Jane's vagina, feeling that that his thirst for this wonderful liquid was slowly being satisfied.

Mary Jane had masturbated several times before, like any other girl her age might or would do, but to have someone else give her pleasure to her most sensitive part of her body was more than she could ever dream. Her hands had a death grip on the bed sheets as well as her moans were clear signs how her body was being affect by Peter's actions.

Peter himself was consumed by every bit of Mary Jane, her scent, her taste, the feeling of her surrounded him and he wanted more. Seeking it, he pushed his tongue deeper into her, as far as it could reach and then, she was the only thing he could taste. Mary Jane's sultry moans and whines were the only thing he heard. When he came up for air for an instant, Peter wasn't too surprised when Mary Jane pushed her bottom up after him, practically begging for him to return to his work even though she was in something of an awkward physical position.

Encouragement wasn't really needed for Peter but it was nice for him to know he wasn't failing to please the girl.

Turning her over so she was laying on her back, Peter positioned Mary Jane further on the bed for what he wanted to do next. With her legs spread apart and a clear view of her pussy in front of Peter, Mary Jane didn't know what Peter was going to do next but she didn't have to wait for long.

Again on instinct, Peter placed his mouth over Mary Jane's womanhood. Mary Jane saw this and expect Peter to start eating her out but like before, a sudden jolt of pain came where Peter's mouth was covering. Mary Jane let out a short sharp scream at what she felt but again like before, the pain was quickly replaced with a sensation her pleasure receptors were barely able to handle. Peter held the lower half of Mary Jane's body in place by her waist but Mary Jane's upper half thrashed about a bit.

Peter was again using his hidden fangs and injecting his venom into Mary Jane but he was also still unaware that he was doing so.

It wasn't too long that Mary Jane reached her limit and practically exploded as her orgasm hit her. Peter didn't expect it so soon nor how much of Mary Jane's lust juice that came out of her vagina. Peter managed to swallow most of the nectar that so easily flowed out but a considerable amount was missed and easily soaked the bed sheets beneath Mary Jane. When he swallowed the last of the juice he managed to catch in his mouth, Peter lifted himself up in order to gaze at the now heavily panting and sweaty red haired girl.

A light layer of sweat was on all the visible surface of Mary Jane's skin. Her deep breaths she was taking in made her ample bosom move up and down added to the erotic sight in front of Peter. He could also tell by the glazed over look in Mary Jane's eyes that what she had just felt practically overloaded her mind.

The sight in front of him was more than enough for Peter to want to keep going, or more specifically for him to go all the way with her. Peter knew enough that what he did with Mary Jane wasn't really sex, more like foreplay at its highest level.

Taking off the rest of his clothing, since his shirt was already off, Peter easily repositioned Mary Jane so that both were now fully on his bed with Peter about to be on top of Mary Jane. The girl was still coming down from her bliss high but didn't fully react until Peter brought his cock up against her soaked pussy.

With the tip of his penis pressed against Mary Jane's vagina, Peter watched Mary Jane's face while he slowly pushed himself into her. Peter was sure that Mary Jane was a virgin but he had no idea if she was that tight or he was that big to her as he slowly advanced into her. Mary Jane easily took notice of what Peter was doing but her strength hadn't returned to her in order to anything but lay on the bed and take what Peter was giving her.

He continued to push his cock in, just stopping at what assumed was Mary Jane's hymen, the final barrier before taking away a woman's virginity. For only a brief moment, Peter stopped and somewhat realized what he was about to do despite the fact he wasn't all the way inside. This break in the action allowed Mary Jane to regain more of her strength, at least just enough for what she wanted to do next.

Reaching up with both of her hands, Mary Jane grabbed a hold of Peter's waist. Peter was curious what Mary Jane doing but he certainly didn't expect what she did do.

With all the strength she could use at that moment, Mary Jane pulled on Peter so he could be all the way inside of her. The action made the cock inside of Mary Jane rip right through her hymen, making her cry out in pain at the sensation but it was what Mary Jane wanted. Peter feeling her virgin pussy around his dick felt incredible and any second thoughts were pushed far away. He groaned feeling that hot and tight pussy wrapped around him, making him even more aroused if possible and wanting her even more. Peter remained still for a moment, enjoying what his dick was feeling while buried deep inside Mary Jane before he pulled out and thrust back into her making her cry out in pain and pleasure.

Peter started slowly at first wanting to enjoy every sensation he was feeling while thrusting in and pulling out of Mary Jane. It didn't last long before Peter increased the pace and then started using his increased strength when rammed into Mary Jane.

For Mary Jane, what hurt at first was now the best blissful experience in her life. She never had anything as big as Peter inside of her vagina so was quite unaccustomed when her vagina stretched as Peter thrust into her. But it was a feeling she quickly grew to enjoy and want more. Mary Jane wrapped both her arms and legs around Peter, moaning rather loudly The moans eventually changed to screams when Peter really started putting everything into each thrust. For Mary Jane, it felt like Peter was actually trying to fuck her through the bed. For Peter, he was letting go of any restrain that he might have had left all for what he was enjoying right now.

The room was filled with the classical symphony sounds of sex. The bed that the two were on easily made creaking noises in time with each thrust Peter made in Mary Jane. The sound of skin slapping skin because both were coated in both in a light layer of their own sweat were barely heard amongst the grunting sounds from Peter and the screaming of Mary Jane.

For several minutes, this was all that could be heard inside the Parker residence. Peter lasted as long he could but he could feel that he was reaching his limit. Just before he did, Peter pushed himself in as deep as he could go and then fired off several shots of hot cum into Mary Jane's womb. The second Peter's hot seed touched her inner walls, Mary Jane screamed out in orgasmic bliss. Peter felt his strength drain from him with each shot but he also felt Mary Jane's wet hole clamp onto him tightly. Peter also hissed in pain as he felt Mary Jane's fingernails cut deeply and drag across his back. He thought at first he was feeling his sweat roll down his back but Peter notice it was own blood when he looked to his left side and saw a small trail of red coming from his back.

Truth be told, Peter didn't care at the moment if he was bleeding simply because of what had just happened with him and Mary Jane. Also, he was somewhat exhausted and didn't really feel like getting up from where he was still laying on top of or rather who.

Mary Jane was in a similar state if not more exhausted than Peter. Her entire body had gone numb from the orgasm that she was given. It was her first and definitely a memorable one but at least it wasn't a disappointing one that he had once feared. Eventually, some feeling returned to her body which told Mary Jane several thing. One, she could feel Peter's heart was pounding just as much as hers was since he was still on top of her. She could also feel that the amount of semen that was shot into her was steadily leaking and probably some of her own juices as well.

The last thing she felt was where her hands were at and what she thought was Peter's sweat that was on them. Moving one of her hand for a better view, Mary Jane saw her fingers tips were coated in red. She brought her hand closer to her face and could now tell it was blood, easily Peter's blood that was on them.

About a second after realizing, it was blood on her fingertips. Mary Jane brought her fingers to her mouth and licked them clean. While she did so, Mary Jane wondered why her nails were longer since she knew she had trimmed them down yesterday after her evening shower but pushed the thought aside nevertheless. Mary Jane also realized what she had did and couldn't think of the reason why but suddenly had a weird idea enter into her mind when she felt her body seem to revitalize after licked all the blood off of fingers.

Getting out from under Peter and telling him to lay on his stomach and not move, Mary Jane Watson proceeded to lick clean the claw marks she had made on Peter's back. As she did so, Mary Jane made sure that her breasts rubbed against Peter. Peter did hiss a bit since the wounds were still fresh but his mind easily paid more attention to what else he felt on his back. Each bit of blood she licked up, it tasted rather odd but it wasn't displeasing to her. When she finished, Mary Jane told Peter to turn over to which he didn't hesitate to do.

Mary Jane leaned forward and kiss Peter deeply again before saying. "One more time."

Mary Jane had a hold Peter's cock with one hand, stroked it several times to get it hard again before she placed the tip to her pussy. Peter's hands went to her hips as she impaled herself onto the male organ. Mary Jane groaned a bit loudly but moaned in pleasure as the desired feeling returned.

Mary Jane loved the cock inside of her, she could feel it pressing against her cervix as well as she could feel everything about his dick. Every vain seemed to press against her inner walls. She started to slowly rise and fall onto his organ feeling Peter's hands go to her waist to help set up a nice rhythm together. Peter's hand roamed over her sexy figure, trailing over her flat stomach, rubbing up between her breasts and fondling them as well. Then his hands would rub up to her neck and then down to her breasts. He was caressing her entire front and she was liking it a lot.

Peter looked up as Mary Jane ran her hands through her long red hair, watching her head falling back slightly with a moan as she rode him. She looked like a sex goddess at that point as he thrust up into her tight snatch, which Peter notice had a neatly trimmed patch of red hair there. Mary Jane took a hold of Peter's hands with her and interlocked their fingers to which Peter noticed Mary Jane's grip slightly increased with each passing moment, her fingernails starting dig into his hands. Mary Jane was so wet now that there was a slight slurping sound as they continued to fuck each other.

As good as it felt, Peter wanted more than what he was getting. He grabbed Mary Jane's waist and used his spider-strength again to easily pick up the girl and quickly force her back down on his member. The jolts of pleasure that were shooting up her spine made it hard for Mary Jane to be a seated position on Peter. She eventually managed to realize that Peter was in command again and she was just along for the ride so Mary Jane let her body go limp while Peter continue to pick up and drop her lower half onto his lower half. Peter could easily hear and love the sounds Mary Jane made while he pounded her pussy. When Mary Jane started to scream again, Peter moved so that his mouth and Mary Jane's mouth connected so her scream could be somewhat contained and spare his eardrums.

When Peter reached his limit again, he quickly decided to use his agility and strength so that for the final thrust, he raised his lower fast and hard enough so Mary Jane would, in a sense, meet in mid-air. That was easily more than enough to send both over the edge again. The girl screamed out in orgasmic bliss again and since her mouth was still covered by Peter's, it was definitely an odd sensation for Peter to, in a weird way, swallow a girl's scream. Mary Jane's pussy filled passed the brim of both her and Peter's juices where some easily leaked out despite Peter's cock was full on plugging the hole.

After he fired all his load into her, Peter let his lower half drop back down but since it was so fast, Mary Jane followed suit but her pussy became impaled again after Peter stopped holding her up in the air.

Peter thought he was spent before but now, he had next to no strength left and was breathing very heavily. He noticed that Mary Jane wasn't moving either and it wasn't for her breathing, Peter figured he might have fucked her to death. Only now did he remember that he was stronger than the average person and if he could break someone's hand just by blocking their punch, he probably could fuck a girl to death without realizing until it was too late. It did worry him but exhaustion eventually overcame his worry as Peter started to drift off into sleep.

Just before Peter fell asleep, he saw one of Mary Jane's hands and took note of how sharp the fingernails looked. For a second, he almost thought they were claws instead of fingernails but figured that he wasn't really seeing straight at the moment.

Again, had Peter done more investigating than he had already done about the changes from being bitten by that spider, he would know what happened with Mary Jane would have serious repercussions for the both of them and in ways neither would ever expect. And the first signs of such repercussions were already evident on Mary Jane Watson when she stirred slightly, her hands moved on the bed sheets.

Her fingernails easily cut the fabric like they were razors…

Next Chapter: Once Bitten…

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First chapter down. Was a bit tricky but a first chapter of any story sometimes is. Now, as said before, Peter's venom is more OZ than actually spider. I'm pretty sure some readers will assume each girl Peter 'bites' will eventually have similar spider abilities and I want to be clear that it won't be the entire case. In the comic, OZ has proven to have unexpected results whenever used. OZ is capable of various mutations and alterations to whoever is exposed to it and so, I'm going along with that notion for the time being. Meaning with Peter injecting OZ into some girls of Ultimate Marvel, unknowingly at first, it could be said that the skies are the limit as a result of being bitten.

And since this takes place in the Ultimate Marvel Comics universe, according to the details Jennifer Walters isn't a lawyer or cousin of Bruce Banner as she is in the 616 Marvel Comics universe. The Ultimate Marvel Comics She-Hulk was Betty Ross who pretty much never made it past the Wolverine vs Hulk arc. I decided to add her into the mix and felt like having her make her appearance in this chapter will help set the foundation for her eventual encounter with a certain teenage wall-crawler.

Also. I posted this before but it got deleted for some unknown reason as well as my account became inaccessible so I'm starting over both account-wise and story. Hopefully this time it won't get deleted.


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